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Private Equity Shareholders Agreement Template for Singapore

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Key Requirements PROMPT example:

Private Equity Shareholders Agreement

"Need a Private Equity Shareholders Agreement for a Series B investment round of SGD 50 million into our Singapore-based healthcare technology company, with specific provisions for board seats and veto rights for the incoming PE investor who will hold 30% stake."

What is a Private Equity Shareholders Agreement?

The Private Equity Shareholders Agreement is essential when a company receives private equity investment in Singapore. It covers crucial aspects such as board representation, reserved matters requiring investor consent, share transfer restrictions, tag-along and drag-along rights, and exit provisions. The document must comply with Singapore's regulatory framework, including the Companies Act and MAS guidelines. This agreement is particularly important as it balances the interests of PE investors seeking investment protection with those of existing shareholders, while ensuring compliance with Singapore's corporate governance requirements.

What sections should be included in a Private Equity Shareholders Agreement?

1. Parties: Identification and details of all shareholders, investors, and the company

2. Background: Context of the investment and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Share Capital and Shareholding Structure: Details of share classes, rights, and ownership structure

5. Board Composition and Management: Board structure, appointment rights, and management provisions

6. Reserved Matters: Decisions requiring special majority or investor consent

7. Transfer Restrictions: Limitations on share transfers and exit provisions

8. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions

What sections are optional to include in a Private Equity Shareholders Agreement?

1. Anti-Dilution Protection: Protection against value dilution, used when there's significant investment at stake

2. ESOP Provisions: Employee stock option provisions, included if company has/plans employee share schemes

3. Preferred Share Rights: Special rights for preferred shareholders, used when different share classes exist

4. Information Rights: Specific reporting requirements, typically for significant investors

What schedules should be included in a Private Equity Shareholders Agreement?

1. Share Capital Table: Detailed breakdown of shareholding structure

2. Reserved Matters List: Comprehensive list of matters requiring special approval

3. Business Plan: Initial or current business plan of the company

4. Form of Deed of Adherence: Template for new shareholders joining the agreement

5. Articles of Association: Company's constitutional documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Companies Act (Cap. 50): Primary legislation governing company formation, management, shareholder rights, share issuance/transfer, and directors' duties and responsibilities in Singapore

Securities and Futures Act (Cap. 289): Regulates securities offerings, trading, disclosure requirements, and provisions against insider trading and market manipulation

Competition Act (Cap. 50B): Contains merger control provisions and regulations affecting shareholder arrangements

MAS Guidelines: Monetary Authority of Singapore guidelines covering licensing, business conduct, and fund management regulations

Singapore Code on Take-overs and Mergers: Governs change of control provisions and affects drag-along and tag-along rights in shareholder agreements

SGX Listing Rules: Applicable for listed companies or those planning to list, covering disclosure requirements and corporate governance

Income Tax Act (Cap. 134): Covers tax treatment of dividends, stamp duty implications, and capital gains considerations

Personal Data Protection Act 2012: Governs handling of confidential information and data privacy requirements

Contract Law Act: Sets out general principles of contract formation and enforcement of contractual rights in Singapore

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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